By: First Trust | December 07, 2015

With effect from 1 Dec 2015, ACRA will step up its enforcement actions for breaching the statutory requirements to hold Annual General Meeting (AGM) and to file Annual Return (AR) under the Companies Act as follows:

•  a flat penalty of $300 for the late filing of AR regardless of the length of default

•  a composition sum of $300 for holding the AGM late (s175 of the Companies Act)

•  a composition sum of $300 for laying out-of-date financial statements at the AGM

By: First Trust | March 13, 2015


1. What is the procedure for incorporating a local company?


First, a name application has to be filed prior to the incorporation of the company.   A fee of S$15 is charged per approved name.  The processing time is usually within one working day unless the application needs to be referred to other authorities for approval or review which could take between 14 days to 2 months.

The following details will be required for the name application:


  • Principal activity(ies) of the Company – to provide at least one or maximum of 2 Singapore Standard Industrial Classification (SSIC) Code(s) 
  • Name, address, nationality, identification number and email address of at least one local director

Upon the approval of the name application from ACRA, the company name...

Category: Company Incorporation 

Tags: FAQ 

By: First Trust | August 25, 2014

A private limited company and a branch are the 2 most common forms of business structures used by foreign entities for carrying on a trade or business in Singapore. There are several differences in incorporating a subsidiary company vis-à-vis registering a branch, both from a tax and non-tax perspective. The table below provides a quick comparison of some non-tax related issues.

 

Types

Subsidiary Company

Branch Office

 

Name

Need not be the same as parent company

Must be the same as the parent company

 

Ownership

Can be 100% foreign or locally owned

Owned 100% by the head office

 

Separate legal entity

Separate legal entity distinct from its parent company

 

Nota separate legal entity but an extension of the parent company.

 

Liability

Liabilities limited to subsidiary’s paid up capital

 

Liabilities extend to head office (parent company)

 

Cap on number of members

Yes,maximum  50

Not Applicable

 

Minimum setting up requirement

Minimum one shareholder that can be an individual or corporate.  Must have at least one resident director

Must have two Singapore Resident Agents

 

Processing time

 

Generally, it takes about 1-2 working days to incorporate a company so long as the proposed name is approved, and all incorporation documents and information are in order.

 

However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review.

Generally, it takes 1-2 working days to register a branch so long as the proposed name is approved, and all registration documents and information are in order.

 

However, it may take between 14 days to2 months if the application needs to be referred to other authorities for approval or review.

 

Appointment of Officers

Must appoint at least one local resident director

Must appoint two resident agents

 

Registered Office

 

Every company incorporated in Singapore shall as from the date of its incorporation have a registered office within Singapore

A registered office located within Singapore is required. The name of the Branch and place of incorporation of its Head Office must be displayed outside the Registered Office.

 

Are audited accounts required?

Yes

Yes

 

Annual filing

Must file annual report and audited accounts of subsidiary

Must file annual report and audited accounts of branch office and a set of Head Office accounts

 

Repatriation of profits

No withholding tax applies for a company paying dividends. A dividend paid by acompany is limited to the available profits

 

No withholding tax applies for a branch remitting profits. A branch has no restrictionson the repatriation of its profits

 

Closing the business

Winding Up – voluntarily by members or creditors, or compulsorily by the High Court.

 

Striking off without liquidation process is possible under certain circumstances.

Upon dissolution or liquidation of head office.

 

Upon cessation of local branch’s business.